Imagine
you’re a 20-something junior associate on the Habitrail at a big law
firm. You’re supposed to feel lucky you’ve
got a job at all, yet the hours are killing you. Your college roommate, always the free-spirited one, has
just joined a new modern dance company and invites you to its upcoming
benefit. You spring for two tickets at $40 apiece. You find your way down to the hovel/dance studio in a downtown
neighborhood you rarely get to see. The choreography is beautiful, the
people are friendly, and your $80 makes you the company’s largest donor
to date.

Voilá, you’ve just been asked to join their board
of directors—and be their outside pro bono general counsel!

This is not fiction. This was me, a few years out of law school. My decision to say yes set me on a pathway toward my dream
job, as general counsel of Lincoln Center for the Performing Arts.

I
learned a lot from working on the legal and governance matters of the
fledgling dance company. With the supervision of a
partner at my firm, I helped the company get legally-mandated worker’s comp
and disability insurance. When it got its big break—to perform at
a major dance venue uptown—I helped it clear the rights to the
music underlying its choreography. As a director, I attended board
meetings, recorded minutes, helped inform important decisions about the
mission and future of the organization, and sent out invitations to my
friends to attend their next benefit and otherwise
support the company.

Later
on, I was asked to
serve as outside pro bono general counsel and
director of a larger and more sophisticated nonprofit, which advocated
for quality child care on behalf of working parents nationwide.

Serving
on these nonprofit boards was flattering, prestigious, and invaluable
for my professional development. It was
also a great remedy for lawyerly ennui and isolation. In few other
settings could I have so quickly become a trusted and valued team
member. Unlike
the rest of the world,
nonprofit boards love lawyers. They are looking for free legal
expertise and perspectives, stature, good judgment, negotiating skills,
and, of course, financial contributions and introductions.

However, many
nonprofits, particularly smaller or less-sophisticated ones,
may erroneously believe that having a lawyer on the board is the same
thing as having a lawyer. They may not recognize that the establishment
of an attorney-client relationship is a formal matter, with an
engagement letter (legally required in some states)
and stated professional understandings as to the scope of the
representation, fees/fee waivers, and expenses. For our part, lawyers
may not be in a position to deliver legal services to the client for any
number of reasons: core competency, time and availability,
conflict of interest, or lack of malpractice insurance.

If you do decide to represent an organization as well as serve on its board, be mindful of the following:

· Be clear about your rolebefore you join. Clarify whether you are joining as a lawyer, director or both. If providing legal services, document the
inception, scope and terms of the attorney/client relationship.

·Avoid private inurement. Don’t go in expecting to generate billable work from a nonprofit client
on whose board you sit. Pro bono is the best way to avoid the issue–do your business development indirectly or elsewhere–but if your legal
services must be fee-bearing, be sure to
follow the organization’s conflict-of-interest policies and, once the
relationship is cleared, follow the rules for continuing disclosure.

· Inform the board when you switch the director hat for the
lawyer hat. The privilege can be waived, and those communications can
become discoverable in litigation, if formalities are not observed.

·Watch out for conflicts of interest. This is particularly true if you are asked to give a legal
opinion on board actions in which you participated. If the
organization becomes party to a litigation, you may be unable to try the
case on behalf of the client if you are also a witness.

·Check liability coverage first.
Some legal malpractice insurers will not cover either the lawyer or her
firm if one of its lawyers serves on the board of the client. Other policies will provide coverage
only where the lawyer was acting as a lawyer but
not as a director. The organization may have directors’ and officers’
liability insurance, but this coverage may not apply when you’re
providing legal advice.

Take precautions, then embrace the chance to lead, serve, and grow through nonprofit board service. Your better self awaits.

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Do you have topics you'd like to discuss or tips to share? E-mail
The Careerist's chief blogger, Vivia Chen, at
VChen@alm.com.

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Your story could be mine! After 10 years of working in other industries, while volunteering to do PR and Marketing for different community theaters in the DC-area, I finally got my dream job as the marketing manager at a professional theater!

It is true that even if you don't land your first job in the arts, volunteering or offering your services pro bono can lead you there.

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About The Careerist

The Careerist takes an inside look at how lawyers shape their careers and manage their lives. The blog aims to dissect developments in the profession, provide useful information and advice, and give lawyers a platform to voice their views. The goal is to provide a fresh, provocative take on the state of lawyering.

About Vivia Chen

Vivia Chen, The Careerist's chief blogger, has been covering the business and culture of law firms for a decade. A former corporate lawyer, Chen is fascinated by those who thrive (as well as those who don't) in the legal profession. Her take: Success in the law (and life) doesn't always travel a linear path. If you have topics you'd like to discuss or information to share, contact her: VChen@alm.com